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NASDAQ: OTEX | TSX: OTEX Investor Presentation August 5, 2021

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Page 1: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

NASDAQ: OTEX | TSX: OTEX

Investor Presentation

August 5, 2021

Page 2: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Safe Harbor Statement

2OpenText ©2021 All rights reserved

This presentation may contain forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of

the Private Securities Litigation Reform Act of 1995, and created under the Securities Act of 1933, as amended (the Securities Act), and the

Securities Exchange Act of 1934, as amended, the Securities Act (Ontario) and Canadian securities legislation in each of the provinces of Canada.

All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such

as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “would”, “will” and variations of these words or similar

expressions, we do so to identify forward-looking statements. In addition, any statements that refer to expectations, beliefs, plans, projections,

objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking

statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in

which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s

perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the

circumstances. These forward-looking statements are based on certain assumptions and involve known and unknown risks as well as

uncertainties, which include actual and potential risks and uncertainties relating to the ultimate spread of COVID-19, the severity of the disease and

the duration of the COVID-19 pandemic and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19. The actual results that

we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about

future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-

looking statements. A number of factors may materially affect our business, financial condition, operating results and prospects. For additional

information with respect to risks and other factors which could occur, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and

other securities filings with the Securities and Exchange Commission and other securities regulators. Any one of these factors may cause our

actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon

any such forward-looking statements, which speak only as of the date made.

Page 3: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Q4 and Fiscal 2021 Financial Results

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Page 4: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Q4 and Fiscal 2021 Financial Highlightswith Y/Y comparisons

4OpenText ©2021 All rights reserved

Q4 FY’21

$893.5MTotal Revenues8.1%

4.0% in CC(1)

$694.4M

78%of total revenues

ARR(2) 5.6%

2.2% in CC

$360.2MCloud Revenues8.3%

6.0% in CC

$314.8M

35.2% (margin)A-EBITDA(3) (0.8)%

(3.5)% in CC

$0.80Non-GAAP Earnings

Per Share(3)

0.0%

(2.5)% in CC

$268.8MFree Cash Flows(3) 2.4%

Fiscal 2021

1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

2. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue.

3. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current

and historical filings on Forms 10-Q, 10-K and 8-K.

$3.39BTotal Revenues8.9%

6.3% in CC

$2.74B

81%of total revenues

ARR(2) 12.7%

10.4% in CC

$1.41BCloud Revenues21.6%

20.0% in CC

$1.32B

38.8% (margin)A-EBITDA(3) 14.5%

11.3% in CC

$3.39Non-GAAP Earnings

Per Share(3)

17.3%

13.5% in CC

$812.4MFree Cash Flows(3)

(Includes IRS settlement

payment of $299.6M)

(7.9)%

Page 5: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

FY’21 Organic Growth(1)

5OpenText ©2021 All rights reserved

Cloud Revenue

Organic Growth

3.2%

ARR

Organic Growth

2.7%

Total Revenue

Organic Growth

0.5%

1. Please refer to Appendix A at the end of this presentation for the reconciliation of the FY’21 Organic Growth.

Page 6: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Q4 FY’21 Revenue Breakdown

6OpenText ©2021 All rights reserved

40%

37%

15%

8%

Cloud Services & Subscriptions

Customer Support

License

Professional Service & Other

60%

31%

9%

Americas

EMEA

APJ

22%

15%

15%12%

10%

10%

7%

6%

3%

FinancialConsumer goodsServicesTechnologyPublic SectorHealthcareBasic materials and conglomeratesIndustrial goodsUtilities

Total Revenue Mix Total Revenue by Geography ARR by Industry

Page 7: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

FY’21 Revenue Breakdown

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42%

39%

11%

8%

Cloud Services & Subscriptions

Customer Support

License

Professional Service & Other

61%

31%

8%

Americas

EMEA

APJ

23%

16%

15%11%

10%

9%

7%

6%

3%

FinancialServicesConsumer goodsTechnologyPublic SectorHealthcareBasic materials and conglomeratesIndustrial goodsUtilities

Total Revenue Mix Total Revenue by Geography ARR by Industry

Page 8: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Q4 FY’21 Customer Wins

8OpenText ©2021 All rights reserved

Business

Network

Cyber

Resilience

VMware is a leading cloud computing and virtualization

technology.

Products: OpenText Axcelerate

Business Purpose: To deliver deeper information management

across eDiscovery and legal review processes, minimize risk and

costs associated with the explosion of data volume, heightened

regulatory requirements and cybersecurity breaches.

Content

Services

Digital

Experience

The California Department of State Hospitals manages the

California state hospital system.

Products: OpenText XM Fax in the cloud

Business Purpose: To ensure compliance across all hospital

locations and to enable secure, compliant faxing from desktop

environments during the COVID19 pandemic.

EDF is a leading producer and supplier of electricity in Europe,

and the world's second largest electricity company.

Products: A 10-year contract for OpenText AppWorks, Magellan

and Extended ECM Solutions.

Business Purpose: For EDF Nuclear Production Department to

support a major enterprise program for nuclear power plants.

Revlon is a multinational cosmetics, skin care, fragrance, and

personal care company.

Products: OpenText Vendor Invoice Management for SAP®

Solutions, Intelligent Capture and Archiving / Document Access

for SAP® Solutions, Cloud Edition I

Business Purpose: To streamline their internal processes.

Page 9: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Q1 FY’22 Quarterly Factors

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Externalities

• COVID-19, vaccines, health & financial crisis

• Industry and supply chain disruption

• Global geopolitical and volatile macro

environment

• Inflation and labor shortages

• US stimulus

Company Specific(1)

• Expect Q1 Revenue y/y:

• Total Revenue up low single-digits

• ARR up low single-digits

• FX tailwind of $15M

• Expect Q1 q/q:

• Adjusted EBITDA margin % up 250-300 bps

Our business is annual, and quarters will vary

1. All comments include FX impact.

Page 10: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

New M&A

Cloud

Customer Support

ARR

License

Professional Service

Total Revenues

FY’22 OpenText Total Growth Strategy(1)

10OpenText ©2021 All rights reserved

FY’21 Actual(2)

$1,407.4

$1,334.1

$2,741.5

$384.7

$259.9

$3,386.1

FY’22 Expected % Growth

3%-4%

Constant to slightly up

Low single-digit

Decline mid single-digit

Constant

1%-2%

Additive

1. As of August 5, 2021. FY’22 revenues represent organic growth.

2. All dollars in USD millions.

Page 11: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

FY’22 Target Model

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Fiscal 2021 Actuals Fiscal 2022(3)

Revenue Type:

Cloud Services and Subscriptions 41.6% 41%-43%

Customer Support 39.4% 39%-41%

Annual Recurring Revenue (ARR) 81.0% 81%-83%

License 11.4% 9%-11%

Professional Services and Other 7.7% 7%-9%

Non-GAAP Gross Margin

Cloud Services and Subscriptions 66.0% 65%-67%

Customer Support 90.9% 91%-92%

License 96.4% 96%-98%

Professional Services and Other 25.1% 22%23% - 24%-24%

Non-GAAP Gross Margin(1) 76.1% 75% - 77%

Non-GAAP Operating Expenses:

Research & Development 12.2% 12%-14%

Sales & Marketing 17.8% 18%-20%

General & Admin 7.3% 7%-9%

Depreciation 2.5% 2%-4%

A-EBITDA Margin(1) 38.8% 37% - 38%

Interest and Other Related Expense (USD millions) $151.6 $147-$152

Adjusted Tax Rate(2) 14% 14%

Capital Expenditures (USD millions) $63.7 $80-$90

1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current

and historical filings on Forms 10-Q, 10-K and 8-K.

2. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company’s adjusted tax rate.

3. This model is not guidance.

Page 12: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Our Financial Aspirations

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1. Revenue % are year-over-year comparisons.

2. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current

and historical filings on Forms 10-Q, 10-K and 8-K.

3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.

FY’24 Long Term Aspirations

Total Revenue Organic

Growth(1)

2% - 4%

ARR

% of Total Revenue

85%

A-EBITDA Margin(2)

38% - 40%

Free Cash Flows(2)

(FCF)

$1.2B+

M&A will be additive

A-EBITDA margin over 40% to be re-invested in organic growth

New

Target Capital Allocation Strategy: 33% TTM FCF via dividends & buyback(3)

Page 13: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

3.7%

2.2% 2.3%

1.9%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

FY'18 FY'19 FY'20 FY'21

Strong Liquidity and Cash Position

13OpenText ©2021 All rights reserved

Current Liquidity (US$)

$2.4BTotal Cash & Committed Liquidity(1)

1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of June 30, 2021.

2. OpenText made payments related to the IRS settlement of $299.6m in FY’21.

3. Undrawn Revolving Credit Facility of $750m matures in October 2024.

Capital Expenditures as % of Total Revenue

(FY’18 to FY’21)

1,453

1,693 1,846

1,501 1,476 1,607

-

500

1,000

1,500

2,000

Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21

Mill

ion

s U

SD

Total Cash & Cash Equivalents(2)

10 10 10

933 850 900 900

0

200

400

600

800

1000

CY'22 CY'23 CY'24 CY'25 CY'26 CY'27 CY'28 CY'29 CY'30

Mill

ion

s U

SD

Term Loan B Senior Notes

Debt Maturity Profile(3)

Page 14: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Strong Cash Flows and Balance Sheet

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FY’21 (US$M)

$876Operating Cash Flows(2)

$64Less: CapEx

$812Free Cash Flows(2)

$10Less: Principal(3)

$211Less: Dividends

$472Cash Generated for

Corporate Purposes(2),(4)

1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology.

2. Includes IRS settlement payment of $299.6m in FY’21.

3. Excludes $600 million repayment in Q2F21. As of June 30, 2021, we had no outstanding balance under the Revolver.

4. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.

2.28x 2.25x

2.04x

1.82x

1.60x 1.57x1.45x

Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21

Carbonite

Acquisition

Closing

Trended Consolidated Net Leverage Ratio(1)

$119Less: Share Buyback

Page 15: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Strategy

15OpenText ©2021 All rights reserved

Page 16: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

16OpenText ©2021 All rights reserved

GROW with OpenText

Information in the right hands knows no

bounds.

Growing ideas further, faster, wider.

OpenText is at the center of that growth,

helping businesses to expand

everywhere and anywhere.

Page 17: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

OpenText Snapshot

17OpenText ©2021 All rights reserved

Leader in Large Growing Addressable Market with Marquee Customer Base

$84BTotal Addressable

Market growing 8%

24%FCF(1),(2)

% of Revenue (FY’21)

89of the Top 100

companies

24of the 30 largest

supply chains

Track Record of Growth, Profitability and Capital Efficiency

Target Capital Allocation Strategy(3)

12%Revenue CAGR

(FY’13-FY’21)

81%Annual Recurring

Revenue (FY’21)

75KEnterprise

Customers

470KSMB

Customers

38.8%A-EBITDA(1)

margin % (FY’21)

~67%TTM FCF Available for Corporate

Purposes Including M&A

~33%

Dividend Growth Anti-dilutive Share Buyback

TTM FCF

1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on

Forms 10-Q, 10-K and 8-K.

2. Includes IRS settlement payment of $299.6M.

3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.

Page 18: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

How We Create Value

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Value

Revenue Growth

Capital Efficiency

Profitability

12% Total Revenue

CAGR (FY’13 to FY’21)

A-EBITDA aspiration

of 38% to 40%(1)

24% FCF to

Total Revenue(1),(2)

1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included

within our current and historical filings on Forms 10-Q, 10-K and 8-K.

2. Includes IRS settlement payment of $299.6M.

Page 19: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Large and Growing Addressable Market

19OpenText ©2021 All rights reserved1.Source: Individual market reports from IDC.

Information Management(1) OpenText ProductIndustry Trends

Master Modern Work

Power Modern Experiences

Digitize Supply Chains

Strengthen Cyber Resilience

+11%

+7%

+7%

+6%

$24B

$21B

$20B

$19B

+8%$84B

Content

Business

Network

Digital

Experience

Security &

Protection

Total

CY21E to CY24E CAGR

Page 20: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

20OpenText ©2021 All rights reserved

The Information

Management Journey

Cloud

Editions

The Intelligent, Secure &

Connected Business

Power Modern

Experiences

Be Cyber

Resilient

Digital

Business

NetworkMaster

Modern Work

Power the API

Economy

All Points of

Departure

Page 21: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

GROW with OpenText – Our Growth Plan

21OpenText ©2021 All rights reserved

GROW

our Ecosystem

GROW

our Selling Capacity

GROW

our Cloud Editions

GROW

our Strategic Accounts

Market leaders by industry

Top supply chains by industry

Grow long-term customer value and share of wallet

Migrate and upgrade install base to Cloud Editions

New product releases every 90 days

Full coverage of G10K by end of CY’23

Investment in Digital Zone

New route to market via our API cloud services

Strategic partners, Hyperscalers and Global System Integrators

SMB channel at scale – RMMs, MSPs, and other

Page 22: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Marquee Customer Base

22OpenText ©2021 All rights reserved

89 of the top 100 largest companies in the world(1)

10 of top 10

Life

Sciences

8 of top 10

Financial

10 of top 10

Consumer

Goods

10 of top 10

Technology

10 of top 10

Manufacturing

8 of top 10

Telecom

Great foundation for future growth

1.The top 100 is based on the Forbes Global 2000 listing (2019).

Page 23: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

23OpenText ©2021 All rights reserved

Enterprise Solutions

2,000+Field Facing

Professionals

Direct Strategic Partners

SMB & Consumer Solutions

16,000+Partners

Channel Partners Online & Retail

7M+Consumers

DIGITAL ZONE

CROSS-SELL AND

UPSELL OPPORTUNITIES

Comprehensive Go-to-Market

Page 24: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

OpenText Digital Zone

24OpenText ©2021 All rights reserved

Communities

Developer

New opentext.com Test-Drive

Digital Room

A strategic investment in frictionless customer engagement

Page 25: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Five Clouds on Modern, Scalable Cloud-based Architecture

25OpenText ©2021 All rights reserved

Global

Secure

Always on (99.99% availability)

Modern API services

Compliant (GDPR, data zones, etc.)

Run anywhere: off-cloud, private cloud, public cloud

OpenText Cloud Editions: The Ultimate Cloud™

Content | Business Network | Experience

Security & Protection | Developer

OT2 - Cloud API Services

Page 26: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Accelerate Product Innovation

26OpenText ©2021 All rights reserved

Product Releases Every 90 DaysMulti-Year Upgrade Cycle

Five CloudsMany Products

Present + FuturePast

More efficient R&D spend

Accelerates speed of delivering innovation

Simplifies go-to-market –5 clouds

Solution selling versus point products

Accelerates ability to integrate acquired products

Scales human capital via customer self-service, self-sell

Content

Business Network

Experience

Security & Protection

Developer

Page 27: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Continued Migration to the OpenText Cloud Editions

27OpenText ©2021 All rights reserved

All OpenText software launched as a service with APIs

Page 28: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Investing in Future Organic Growth

28OpenText ©2021 All rights reserved

Sales & Marketing

Enterprise Sales Goal

• Full coverage of G10K by end of CY’23

SMB/C Goal

• Grow SMB/C partners – RMMs, MSPs

Customer Engagement

• Increased investment in Digital Zone

Research & Development($ and in % of Total Revenues)(1),(2)

R&D US$

R&D%

of Total Revenues

12-14%

FY’22

12.2%

$412 M

FY’21

10.5%

$194 M

FY’15

$2.2B+ investment in R&D over the next 5 years

1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current

and historical filings on Forms 10-Q, 10-K and 8-K.

2. Refers to non-GAAP R&D expense. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results.

Page 29: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Scalable, High-Velocity, Low-Friction Business Model

29OpenText ©2021 All rights reserved

Product

Design

Digital

Zone

Digitization

&

Automation

Product is built for:

• Self-service

• Upsell

• Cross-sell

• Renew

New Customer Engagement Model:

• Pre-sales – demand creation automation

• Self-sell – upsell, cross-sell

• Post-sales – renewal automation

Digitization and Automation:

• Automate DevOps

• Automate routine R&D

Removing friction from

all company processes

Page 30: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Total Growth Strategy

30OpenText ©2021 All rights reserved

• 81% ARR(1)

• 94% Customer support renewals(2)

• 93% Cloud renewals(2)

• Growing sales breadth and depth

• Product innovation

• Drives future organic growth

• Long-term competitive gains

• High cash returns

1. ARR as a percentage of Total Revenues for the fiscal year ended June 30, 2021.

2. For the fiscal year ended June 30, 2021. Excludes Carbonite.

GROW

RETAIN

ACQUIRE

Information

Management

Page 31: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Sustainable Growth Through Retention and Upgrades

31OpenText ©2021 All rights reserved

Annual Recurring Revenue(ARR) (US$M)

$1,337

$2,742

FY'15 FY'21

105%

Customer Support

94%

Cloud

93%

1. For the fiscal year ended June 30, 2021. Excludes Carbonite.

Customer satisfaction is a foundation for future growth

Renewal Rate(1)

Page 32: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Strategic M&A: Foundation for Our Business

2014 2016 2017 2019

Various

HP Assets

OpenText Cloud Editions

32OpenText ©2021 All rights reserved

Page 33: Investor Presentation · 2021. 8. 5. · Investor Presentation August 5, 2021. Safe Harbor Statement ... Please refer to “Use of Non -GAAP Financial Measures” at the end of this

Acquisition Philosophy: Carbonite Case Study

33OpenText ©2021 All rights reserved

We are:

• Patient and disciplined

• Growth & returns-based metrics

Target characteristics:

• IM market leadership

• Significant ARR

• Channel at scale

• Cross-sell/upsell opportunities

M&A Framework:

• In-house expertise in diligence &

integration

• Driver of future organic growth

Carbonite Case Study

Acquired • 12/24/19 for 2.8x revenue(1)

Strategic

Rationale

• Critical mass in Security & Protection

• Scaled SMB channel

Revenue

Synergies

• Strong growth prospects

• Cross-sell opportunities

• Increased corporate ARR

Expense

Synergies

• Increased cloud margins

• On target model in <12 months

Improved cash conversion cycle

1. Total purchase price is approximately 2.8x TTM (Trailing Twelve Months) Carbonite GAAP revenues (as of September 30, 2019), inclusive of annualized full year reported Webroot GAAP revenues, a

significant acquisition which closed in March 2019.

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Proven Track Record of Growth

34OpenText ©2021 All rights reserved1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

Total Revenue Growth in CC (US$M)(1)

7 Consecutive Years

of Y/Y Growth in CC(1)

$1,936 $1,904

$2,318

$2,743$2,922

$3,147$3,305

FY'15 FY'16 FY '17 FY'18 FY'19 FY'20 FY'21

2.8% 27.0% 19.7% 3.8% 9.7% 6.3%19.2%

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Proven Durable Business Model

35OpenText ©2021 All rights reserved

29.1%

38.8%

54.4%

81.0%

24.3%11.4%

FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21

Growing ARR and Upper Quartile Margin(1),(2)

ARR % of Total

Revenues

A-EBITDA(1)

Margin

License % of Total

Revenues

FY’22 Model:

81%-83%

FY’22 Model:

37%-38%

FY’22 Model:

9%-11%

1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current

and historical filings on Forms 10-Q, 10-K and 8-K.

2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results.

38.8%

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Strong Track Record of Financial Performance

36OpenText ©2021 All rights reserved

$1,337

$2,742

FY'15 FY'21

105%

$1,852

$3,386

FY'15 FY'21

83%

$445

$812

FY'15 FY'21

82%

$605

$1,407

FY'15 FY'21

133%

$624

$1,315

FY'15 FY'21

111%

Total Revenues

(US$M)

Annual Recurring

Revenue

(US$M)

Cloud Revenue

(US$M)

A-EBITDA(1)

(US$M)

Free Cash Flows(1)

(US$M)

Upper quartile A-EBITDA margin

1. Please refer to “Use of Non-GAAP Financial Measures” at the end of this presentation and “Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current

and historical filings on Forms 10-Q, 10-K and 8-K.

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33%

67%

Strong Track Record of Shareholder Returns

$17.7

$74.7 $87.6 $99.3$120.6

$145.6$168.9

$188.7$210.7

$65.5

$119.1

FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21

Shares Repurchased

Dividends

Dividends Paid and Shares Repurchased (US$M)

Approx. $1.3 billion returned to shareholders since FY’13

Target Capital Allocation Strategy(1)

TTM

Free Cash

Flows

~

~

Dividends and

anti-dilutive

share buyback

Available for

corporate purposes

New!

Dividends Paid (7-year CAGR): 16%

1. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 37OpenText ©2021 All rights reserved

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Corporate Citizenship Reflects our Culture

38OpenText ©2021 All rights reserved

Progress We’ve Made:

• Adopted GRI sustainability reporting

standards

• New ED&I department, mandate and

initiatives

• Enhanced Human Rights Statement

• Expanded Supplier Code of Conduct

• Updated priority topics to guide our

ESG strategy

Where We’re Going:

• Continue to implement reporting best

practices

• Invest in initiatives to increase

disclosures

• Establish additional goals and targets

2nd Corporate Citizenship Report published

OpenText Global Gender Profile

Women make up:

29%

25%

33%

of OpenText’s global workforce

of OpenText’s management roles

of OpenText’s board members

$1 MILLION

DONATION

65 FOOD

BANKS

4 MILLION

MEALS

21

COUNTRIES

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We Strive To Do The Right Thing

39OpenText ©2021 All rights reserved

Our Customers Our Communities

OpenText Donates US

$1M to Global Food

Banks

Dec 11, 2020

OpenText Provides 4

Million Meals for 58

Communities in 21

Countries Worldwide

Dec 11, 2020

Improving

Accessibility for

Individuals with

Visual

Impairments

Nov 18, 2020

OpenText CEO

Issues Call for

Corporate Social

Responsibility

Jul 15, 2019

Rapid Radiology and OpenText Accelerate Diagnostic

Results to Help Improve Patient Care

Jun 25, 2020

OpenText Enters Agreement to Serve as the Platform

of Choice for EIM for the U.S. NIH

Aug 6, 2020

Southern Alberta

Internet Child

Exploitation Unit

Customer Reference

Our Beliefs Our Employees

OpenText rolls out Covid-19 vaccination drive

for 3,000 employees and their dependents in

India

June 19, 2021

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OpenText Products Enhance Global Sustainability

40OpenText ©2021 All rights reserved

Digitizes 26 billion

transactions per year

Paper reduction saves 5.1

million trees

Paper reduction saves GHG

emissions of 725,000 tonnes of CO2e

Paperless

Workflows

Ethical Supply

Chain

Data Privacy and

Protection

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Executive Leadership Team (ELT)

41OpenText ©2021 All rights reserved

Mark J.

Barrenechea

CEO and CTO

Madhu

Ranganathan

EVP,

CFO

Muhi

Majzoub

EVP,

Chief Product Officer

Gordon

Davies

EVP,

CLO & Corporate

Development

Ted

Harrison

EVP,

Enterprise Sales

James

McGourlay

EVP,

International Sales

Prentiss

Donohue

EVP,

SMB & Consumer

Sales

Kristina

Lengyel

EVP,

Customer Solutions

Paul

Duggan

EVP,

Worldwide Renewals

Brian

Sweeney

EVP,

CHRO

Doug

Parker

SVP,

Corporate

Development

Renee

McKenzie

SVP,

CIO

Lou

Blatt

SVP,

CMO

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twitter.com/opentext

linkedin.com/company/opentext

opentext.com

Thank you

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Appendix

43OpenText ©2021 All rights reserved

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Appendix AUse of Non-GAAP Financial Measures

44OpenText ©2021 All rights reserved

In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP).These Non-GAAP financial measures have certain limitations

in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be

more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation

of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results.

The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial

measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly

encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the

U.S. GAAP measures with certain Non-GAAP measures defined below.

Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income or earnings per share, attributable to OpenText, on a diluted basis, excluding the effects of the

amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in

the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based

gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of

acquired intangible assets, special charges (recoveries), and share-based compensation expense.

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to OpenText, excluding interest income (expense), provision for income taxes,

depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of

total revenue.

The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain

non-operational charges. The use of the term “non-operational charge” is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based

upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP.

The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax

effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company’s operating

results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to the COVID-19 pandemic, that

have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company’s “Special Charges (recoveries)” caption on the Consolidated Statements of

Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring

plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the

Company's operating results and underlying operational trends.

In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that

management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not

necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from

the presentation of its financial results.

See historical filings, including the Company’s Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial

measures to Non-GAAP-based financial measures for the following periods presented.

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Organic Growth

45OpenText ©2021 All rights reserved

Fiscal 2021

In US$ billions (unless indicated otherwise) ReportedFX Headwind /

(Tailwind)CC(1)

Total Revenues $3.39 ($0.08) $3.30

Less: Revenues from acquisitions(2) $0.26 $0.26

Organic revenues $3.13 $3.05

Growth (decline) in organic revenues over prior year(3) 0.5% (2.1)%

Annual Recurring Revenues $2.74 ($0.05) $2.69

Less: Revenues from acquisitions(2) $0.24 $0.24

Organic revenues $2.50 $2.45

Growth (decline) in organic revenues over prior year(3) 2.7% 0.5%

Cloud Revenues $1.41 ($0.02) $1.39

Less: Revenues from acquisitions(2) $0.21 $0.21

Organic revenues $1.20 $1.18

Growth (decline) in organic revenues over prior year(3) 3.2% 1.8%

Customer Support Revenues $1.33 ($0.04) $1.30

Less: Revenues from acquisitions(2) $0.03 $0.03

Organic revenues $1.30 $1.27

Growth (decline) in organic revenues over prior year(3) 2.3% (0.6)%

1. Constant currency is defined as the current period reported revenues represented at the prior comparative period’s foreign exchange rate.

2. Revenues from acquisitions refers to those revenues recognized during Fiscal 2021 from acquired businesses within one year of acquisition date.

3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition.

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Summary of Quarterly Results with Constant Currency

(In millions, except per share data) Q4 FY'21 Q4 FY'20 $ Change % Change

Q4 FY'21 in CC*

% Change in CC*

Revenues:

Cloud services and subscriptions $360.2 $332.6 $27.5 8.3 % $352.7 6.0 %

Customer support 334.3 324.9 9.3 2.9 % 319.1 (1.8) %

Total annual recurring revenues** $694.4 $657.5 $36.9 5.6 % $671.8 2.2 %

License 132.5 105.8 26.7 25.3 % 124.6 17.8 %

Professional service and other 66.6 63.3 3.3 5.2 % 63.0 (0.4) %

Total revenues $893.5 $826.6 $66.9 8.1 % $859.4 4.0 %

GAAP-based operating income $171.7 $91.2 $80.5 88.2 % N/A N/A

Non-GAAP-based operating income (1)$293.9 $293.8 $0.1 — % $285.7 (2.7) %

GAAP-based net income, attributable to OpenText $181.3 $26.4 $154.9 586.9 % N/A N/A

GAAP-based EPS, diluted $0.66 $0.10 $0.56 560.0 % N/A N/A

Non-GAAP-based EPS, diluted (1)(2)$0.80 $0.80 $— — % $0.78 (2.5) %

Adjusted EBITDA (1)$314.8 $317.4 ($2.6) (0.8) % $306.3 (3.5) %

Operating cash flows $296.2 $280.3 $15.9 5.7 % N/A N/A

Free cash flows (1)$268.8 $262.5 $6.2 2.4 % N/A N/A

(1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation.(2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to

the current period based on the forecasted utilization period.

Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements.

*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

46OpenText ©2021 All rights reserved

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Summary of Annual Results with Constant Currency(In millions, except per share data) FY'21 FY'20 $ Change % Change FY'21 in CC*

% Change in CC*

Revenues:

Cloud services and subscriptions $1,407.4 $1,157.7 $249.8 21.6 % $1,389.7 20.0 %

Customer support 1,334.1 1,275.6 58.5 4.6 % 1,297.0 1.7 %

Total annual recurring revenues** $2,741.5 $2,433.3 $308.2 12.7 % $2,686.6 10.4 %

License 384.7 402.9 (18.1) (4.5) % 368.1 (8.6) %

Professional service and other 259.9 273.6 ($13.7) (5.0) % 250.0 (8.6) %

Total revenues $3,386.1 $3,109.7 $276.4 8.9 % $3,304.8 6.3 %

GAAP-based operating income $740.9 $503.5 $237.4 47.1 % N/A N/A

Non-GAAP-based operating income (1)$1,230.0 $1,058.8 $171.2 16.2 % $1,193.9 12.8 %

GAAP-based net income, attributable to OpenText $310.7 $234.2 $76.4 32.6 % N/A N/A

GAAP-based EPS, diluted $1.14 $0.86 $0.28 32.6 % N/A N/A

Non-GAAP-based EPS, diluted (1)(2)$3.39 $2.89 $0.50 17.3 % $3.28 13.5 %

Adjusted EBITDA (1)$1,315.0 $1,148.1 $167.0 14.5 % $1,278.2 11.3 %

Operating cash flows $876.1 $954.5 ($78.4) (8.2) % N/A N/A

Free cash flows (1)$812.4 $881.8 ($69.4) (7.9) % N/A N/A

(1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation.(2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to

the current period based on the forecasted utilization period.

Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements.

*CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate.

** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue.

47OpenText ©2021 All rights reserved

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Reconciliation of Selected Non-GAAP Measures | Q4 FY'21

(In ‘000's USD, except per share data)

Three Months Ended June 30, 2021

GAAPGAAP % of

Total RevenueAdjustments FN Non-GAAP

Non-GAAP % of Total Revenue

COST OF REVENUES

Cloud services and subscriptions $ 127,583 $ (935) (1) $ 126,648

Customer support 32,938 (505) (1) 32,433

Professional service and other 53,662 (698) (1) 52,964

Amortization of acquired technology-based intangible assets 53,215 (53,215) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

621,814 69.6% 55,353 (3) 677,167 75.8%

Operating expenses

Research and development 117,235 (2,664) (1) 114,571

Sales and marketing 183,237 (4,718) (1) 178,519

General and administrative 73,019 (3,830) (1) 69,189

Amortization of acquired customer-based intangible assets 52,469 (52,469) (2) —

Special charges (recoveries) 3,152 (3,152) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

171,681 122,186 (5) 293,867

Other income (expense), net 45,017 (45,017) (6) —

Provision for (recovery of) income taxes (2,215) 38,099 (7) 35,884

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

181,283 39,070 (8) 220,353

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.66 $ 0.14 (8) $ 0.80

48OpenText ©2021 All rights reserved

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Reconciliation of Selected Non-GAAP Measures | Q4 FY'21FOOTNOTES

1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.

5 GAAP-based and Non-GAAP-based income from operations stated in dollars.

6

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

7

Adjustment relates to differences between the GAAP-based tax recovery rate of approximately 1% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended June 30, 2021

Per share diluted

GAAP-based net income, attributable to OpenText $ 181,283 $ 0.66

Add:

Amortization 105,684 0.39

Share-based compensation 13,350 0.05

Special charges (recoveries) 3,152 0.01

Other (income) expense, net (45,017) (0.16)

GAAP-based provision for (recovery of) income taxes (2,215) (0.02)

Non-GAAP-based provision for income taxes (35,884) (0.13)

Non-GAAP-based net income, attributable to OpenText $ 220,353 $ 0.80

49OpenText ©2021 All rights reserved

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Reconciliation of Selected Non-GAAP Measures | FY'21

(In ‘000's USD, except per share data)

Year Ended June 30, 2021

GAAPGAAP % of

Total RevenueAdjustments FN Non-GAAP

Non-GAAP % of Total Revenue

COST OF REVENUES

Cloud services and subscriptions $ 481,818 $ (3,419) (1) $ 478,399

Customer support 122,753 (1,910) (1) 120,843

Professional service and other 197,183 (2,565) (1) 194,618

Amortization of acquired technology-based intangible assets 218,796 (218,796) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

2,351,649 69.4% 226,690 (3) 2,578,339 76.1%

Operating expenses

Research and development 421,447 (9,859) (1) 411,588

Sales and marketing 622,221 (18,312) (1) 603,909

General and administrative 263,521 (15,904) (1) 247,617

Amortization of acquired customer-based intangible assets 216,544 (216,544) (2) —

Special charges (recoveries) 1,748 (1,748) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

740,903 489,057 (5) 1,229,960

Other income (expense), net 61,434 (61,434) (6) —

Provision for (recovery of) income taxes 339,906 (188,931) (7) 150,975

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

310,672 616,554 (8) 927,226

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 1.14 $ 2.25 (8) $ 3.39

50OpenText ©2021 All rights reserved

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Reconciliation of Selected Non-GAAP Measures | FY'21FOOTNOTES

1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.

5 GAAP-based and Non-GAAP-based income from operations stated in dollars.

6

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

7

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 52% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. The GAAP-based tax provision rate for the year ended June 30, 2021 includes the income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits that was recognized during the second quarter of Fiscal 2021.

8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Year Ended June 30, 2021

Per share diluted

GAAP-based net income, attributable to OpenText $ 310,672 $ 1.14

Add:

Amortization 435,340 1.59

Share-based compensation 51,969 0.19

Special charges (recoveries) 1,748 0.01

Other (income) expense, net (61,434) (0.22)

GAAP-based provision for (recovery of) income taxes 339,906 1.23

Non-GAAP-based provision for income taxes (150,975) (0.55)

Non-GAAP-based net income, attributable to OpenText $ 927,226 $ 3.39

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Reconciliation of Selected Non-GAAP Measures | Q4 FY'20

(In ‘000's USD, except per share data)

Three Months Ended June 30, 2020

GAAPGAAP % of

Total RevenueAdjustments FN Non-GAAP

Non-GAAP % of Total Revenue

COST OF REVENUES

Cloud services and subscriptions $ 116,569 $ (490) (1) $ 116,079

Customer support 32,568 (310) (1) 32,258

Professional service and other 48,435 (377) (1) 48,058

Amortization of acquired technology-based intangible assets 59,719 (59,719) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

565,917 68.5% 60,896 (3) 626,813 75.8%

Operating expenses

Research and development 100,766 (1,590) (1) 99,176

Sales and marketing 152,882 (2,575) (1) 150,307

General and administrative 62,574 (2,660) (1) 59,914

Amortization of acquired customer-based intangible assets 58,998 (58,998) (2) —

Special charges (recoveries) 75,849 (75,849) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

91,199 202,568 (5) 293,767

Other income (expense), net 7,790 (7,790) (6) —

Provision for (recovery of) income taxes 32,037 3,416 (7) 35,453

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

26,392 191,362 (8) 217,754

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.10 $ 0.70 (8) $ 0.80

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Reconciliation of Selected Non-GAAP Measures | Q4 FY'20FOOTNOTES

1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.

5 GAAP-based and Non-GAAP-based income from operations stated in dollars.

6

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

7

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 55% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Three Months Ended June 30, 2020

Per share diluted

GAAP-based net income, attributable to OpenText $ 26,392 $ 0.10

Add:

Amortization 118,717 0.44

Share-based compensation 8,002 0.03

Special charges (recoveries) 75,849 0.28

Other (income) expense, net (7,790) (0.03)

GAAP-based provision for (recovery of) income taxes 32,037 0.12

Non-GAAP-based provision for income taxes (35,453) (0.14)

Non-GAAP-based net income, attributable to OpenText

$ 217,754 $ 0.80

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Reconciliation of Selected Non-GAAP Measures | FY'20

(In ‘000's USD, except per share data)

Year Ended June 30, 2020

GAAPGAAP % of

Total RevenueAdjustments FN Non-GAAP

Non-GAAP % of Total Revenue

COST OF REVENUES

Cloud services and subscriptions $ 449,940 $ (1,642) (1) $ 448,298

Customer support 123,894 (1,207) (1) 122,687

Professional service and other 212,903 (1,294) (1) 211,609

Amortization of acquired technology-based intangible assets 205,717 (205,717) (2) —

GAAP-based gross profit and gross margin (%) /Non-GAAP-based gross profit and gross margin (%)

2,105,961 67.7% 209,860 (3) 2,315,821 74.5%

Operating expenses

Research and development 370,411 (5,309) (1) 365,102

Sales and marketing 585,044 (9,335) (1) 575,709

General and administrative 237,532 (10,745) (1) 226,787

Amortization of acquired customer-based intangible assets 219,559 (219,559) (2) —

Special charges (recoveries) 100,428 (100,428) (4) —

GAAP-based income from operations / Non-GAAP-based income from operations

503,529 555,236 (5) 1,058,765

Other income (expense), net (11,946) 11,946 (6) —

Provision for (recovery of) income taxes 110,837 16,897 (7) 127,734

GAAP-based net income / Non-GAAP-based net income, attributable to OpenText

234,225 550,285 (8) 784,510

GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText

$ 0.86 $ 2.03 (8) $ 2.89

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Reconciliation of Selected Non-GAAP Measures | FY'20FOOTNOTES

1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results.

2Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results.

3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue.

4Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results.

5 GAAP-based and Non-GAAP-based income from operations stated in dollars.

6

Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results.

7

Adjustment relates to differences between the GAAP-based tax provision rate of approximately 32% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and “book to return” adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense.

8 Reconciliation of GAAP-based net income to Non-GAAP-based net income:

Year Ended June 30, 2020

Per share diluted

GAAP-based net income, attributable to OpenText $ 234,225 $ 0.86

Add:

Amortization 425,276 1.56

Share-based compensation 29,532 0.11

Special charges (recoveries) 100,428 0.37

Other (income) expense, net 11,946 0.04

GAAP-based provision for (recovery of) income taxes 110,837 0.41

Non-GAAP-based provision for income taxes (127,734) (0.46)

Non-GAAP-based net income, attributable to OpenText

$ 784,510 $ 2.89

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Reconciliation of Adjusted EBITDA and Free Cash Flows(In '000's USD) FY'21 Q4 FY'21 FY'20 Q4 FY'20

GAAP-based net income, attributable to OpenText $ 310,672 $ 181,283 $ 234,225 $ 26,392

Add:

Provision for (recovery of) income taxes 339,906 (2,215) 110,837 32,037

Interest and other related expense, net 151,567 37,550 146,378 40,529

Amortization of acquired technology-based intangible assets 218,796 53,215 205,717 59,719

Amortization of acquired customer-based intangible assets 216,544 52,469 219,559 58,998

Depreciation 85,265 21,021 89,458 23,649

Share-based compensation 51,969 13,350 29,532 8,002

Special charges (recoveries) 1,748 3,152 100,428 75,849

Other (income) expense, net (61,434) (45,017) 11,946 (7,790)

Adjusted EBITDA $ 1,315,033 $ 314,808 $ 1,148,080 $ 317,385

Total revenue $ 3,386,115 $ 893,527 $ 3,109,736 $ 826,612

GAAP-based net income margin 9.2 % 20.3 % 7.5 % 3.2 %

Adjusted EBITDA margin (% of total revenue) 38.8 % 35.2 % 36.9 % 38.4 %

(In '000's USD) FY'21 Q4 FY'21 FY'20 Q4 FY'20

GAAP-based cash flows provided by operating activities $ 876,120 $ 296,189 $ 954,536 $ 280,250

Add:

Capital expenditures (1) (63,675) (27,408) (72,709) (17,704)

Free cash flows $ 812,445 $ 268,781 $ 881,827 $ 262,546

(1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows.

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Reconciliation of Adjusted EBITDA and Free Cash Flows

FY'11-FY'20(In '000's USD) FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20

Adjusted EBITDA

GAAP-based net income, attributable to OpenText $ 123,203 $ 125,174 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $ 1,025,659 $ 242,224 $ 285,501 $ 234,225

Add:

Provision for (recovery of) income taxes 12,931 12,171 29,690 58,461 31,638 6,282 (776,364) 143,826 154,937 110,837

Interest and other related expense, net 8,452 15,564 16,982 27,934 54,620 76,363 120,892 138,540 136,592 146,378

Amortization of acquired technology-based intangible assets 68,048 84,572 93,610 69,917 81,002 74,238 130,556 185,868 183,385 205,717

Amortization of acquired customer-based intangible assets 38,966 53,326 68,745 81,023 108,239 113,201 150,842 184,118 189,827 219,559

Depreciation 22,116 21,587 24,496 35,237 50,906 54,929 64,318 86,943 97,716 89,458

Share-based compensation 11,308 18,097 15,575 19,906 22,047 25,978 30,507 27,594 26,770 29,532

Special charges (recoveries) 15,576 24,523 24,034 31,314 12,823 34,846 63,618 29,211 35,719 100,428

Other (income) expense, net 6,019 (3,549) 2,473 (3,941) 28,047 1,423 (15,743) (17,973) (10,156) 11,946

Adjusted EBITDA $ 306,619 $ 351,465 $ 424,125 $ 537,976 $ 623,649 $ 671,737 $ 794,285 $ 1,020,351 $ 1,100,291 $ 1,148,080

Total revenue $ 1,033,303 $ 1,207,473 $ 1,363,336 $ 1,624,699 $ 1,851,917 $ 1,824,228 $ 2,291,057 $ 2,815,241 $ 2,868,755 $ 3,109,736

GAAP-based net income margin 11.9 % 10.4 % 10.9 % 13.4 % 12.7 % 15.6 % 44.8 % 8.6 % 10.0 % 7.5 %

Adjusted EBITDA margin (% of total revenue) 29.7 % 29.1 % 31.1 % 33.1 % 33.7 % 36.8 % 34.7 % 36.2 % 38.4 % 36.9 %

Free Cash Flows

GAAP-based cash flows provided by operating activities (1) $ 223,221 $ 266,490 $ 318,502 $ 417,096 $ 522,055 $ 523,663 $ 440,353 $ 708,081 $ 876,278 $ 954,536

Add:

Capital expenditures (2) (36,662) (25,828) (23,107) (42,268) (77,046) (70,009) (79,592) (105,318) (63,837) (72,709)

Free cash flows $ 186,559 $ 240,662 $ 295,395 $ 374,828 $ 445,009 $ 453,654 $ 360,761 $ 602,763 $ 812,441 $ 881,827

(1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. As a result, certain prior period comparative figures above have been adjusted to conform to current period presentation. Fiscal years 2014-2020 have been adjusted retrospectively per ASU 2016-18 while fiscal years 2011-2013 are presented prior to adoption of ASU 2016-18.(2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows

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